Unless a quorum of shareholders is present or represented at annual or special shareholders’ meetings, no business that is binding on the corporation can be conducted. A quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting. Note, however, that a corporation’s by-laws can provide for a different type of quorum.
Unless the corporation’s by-laws specifically forbid it, electronic voting is allowed, as long as it is possible to verify the vote without knowing how each shareholder voted.
Minutes of the meeting
The corporation must keep a written record of the meeting. This record usually includes such information as:
where and when the meeting was held;
who attended; and
the results of any voting.
These records are commonly referred to as the “Minutes” of the meeting and are kept in the corporation’s Minute Book.
Shareholders may also be called to special meetings. The notice for a special meeting must state the time and place of the meeting and provide shareholders with enough information in advance so that they know what they will be asked to consider and vote on at the meeting. Agendas for special meetings of shareholders usually deal with specific questions or issues,such as whether to approve a fundamental change proposed by the corporation’s directors. A fundamental change could include such actions as amending the Articles of Incorporation to change the corporation’s name.
Generally, a corporation’s directors will call a special meeting of the shareholders when they would like to undertake a particular activity or to consider a special issue that requires shareholder approval.It is often convenient to combine special meetings with annual meetings. The notice for such a meeting must clearly indicate what special business will be considered.
Canada Corporate Minute Books. In order to keep your corporation in good standing with your provincial business corporation act, It is essential to keep a history of all important decisions that are made in the company and to demonstrate that the company is acting as a corporation. For example, if you want to sell your company in the future, the buyer’s lawyer will normally ask to see a copy of the minute book. Also, if there is a dispute about a company matter, the minutes can act as an official record of events.
What kind of minute book services we provide
We provide a personalized company minute book in Ms and PDF format that includes:
- Organizational Resolutions
- Register of Directors
- Resignation of Director Form
- Appointment of Corporate Officers
- Resignation of Officer Form
- Subscription of Shares
- Share Certificate
- Register of Shareholders
- Consent and waiver for allotment of shares
- Directors’ resolutions approving the allotment of shares
- Consent and waiver for transfer of shares.
- Shares Transfer Form
- Directors’ Resolutions Approving Transfer of Shares
- Notice of Organizational Meeting of Incorporators and Directors
- Waiver of Notice of Meeting of Incorporators and Directors
- Minutes of Organizational Meeting of Board of Directors
- Waiver of Notice First Meeting of Shareholders
- Minutes First Meeting of Shareholders
- Notice to Directors of Regular Board Meeting
- Minutes Shareholders Annual Meeting
- Minutes Regular Board Meeting